Subject: File No. SR-NASD-2007-023
From: Robert Keenan
Affiliation: CEO, St Bernard Financial Services, Inc. - Member NASD

March 28, 2007

Although I feel the merger could be a good thing, I am against the NASD/NYSE merger for one reason only.

The new bylaws take away the right of every member to vote on ALL of the board seats. That right has been the foundation of the NASD for 67 years.

The way this new entity is set up, only 7 of the 23 board seats are voted on by the members. The board appoints the remainder of its board members. Without the right to make changes in the board, there is no checks and balances system in place. To me this is a fatal flaw.

How would everyone feel if the U.S. Senate appointed 80% of its members?